SEC File No. 33-91706
                                                          SEC File No. 33-56094
                                                          SEC File No. 33-67852
                                                          SEC File No. 333-59745
                                                          SEC File No. 33-72226
                                                          SEC File No. 333-2265
                                                          SEC File No. 2-72428


                           PILGRIM INTERNATIONAL FUNDS

                         Supplement dated May 7, 2001
           to the Class A, B, C and M International Funds Prospectus
                               dated March 1, 2001

1. FUND REORGANIZATIONS

     On April 12,  2001,  shareholders  approved the  reorganization  of Pilgrim
Emerging  Markets Value Fund and Pilgrim  Worldwide  Emerging  Markets Fund into
Pilgrim Emerging Countries Fund. This  reorganization was effective on April 30,
2001.  Shares of  Pilgrim  Emerging  Markets  Value Fund and  Pilgrim  Worldwide
Emerging Markets Fund therefore are no longer being offered.

2. EXCHANGES

Effective  May,  1,  2001,  the  following  disclosure  is added  as the  second
paragraph under the section entitled "Exchanges" on page 49 of the Prospectus:

     If you exchange into Pilgrim Senior Income Fund, your ability to sell
     or liquidate your investment  will be limited.  Pilgrim Senior Income
     Fund is a closed-end  interval fund and does not redeem its shares on
     a daily basis, and it is not expected that a secondary market for the
     fund's  shares  will  develop,  so you will not be able to sell  them
     through  a broker  or other  investment  professional.  To  provide a
     measure  of  liquidity,   the  fund  will  normally  make   quarterly
     repurchase  offers for 5% of its outstanding  common shares.  If more
     than 5% of the fund's common shares are tendered, you may not be able
     to completely  liquidate  your holdings in any one quarter.  You also
     would not have liquidity  between these quarterly  repurchase  dates.
     Investors  exercising  the exchange  privilege  with  Pilgrim  Senior
     Income  Fund should  carefully  review the  prospectus  of that fund.
     Investors  may  obtain  a copy  of the  Pilgrim  Senior  Income  Fund
     prospectus  or any other  Pilgrim Fund  prospectus  by calling  (800)
     992-0180.

Effective  May, 1, 2001,  the  following  disclosure  is added after the section
entitled "Exchanges" on page 49 of the Prospectus:

     CDSC ON EXCHANGES INTO PILGRIM SENIOR INCOME FUND

     You are not required to pay an applicable  CDSC upon an exchange from
     any Pilgrim Fund  described in this  prospectus to the Pilgrim Senior
     Income Fund. However, if you exchange into Pilgrim Senior Income Fund
     and  subsequently  offer your common  shares for  repurchase  by that
     fund,  the CDSC will apply from the original  Pilgrim Fund from which
     you  exchanged.  The time period for  application of the CDSC will be
     calculated  based on the first date you  acquired  your shares in the
     original Pilgrim Fund.

3. PRIVACY POLICY

Effective  May, 1, 2001,  the  following  disclosure  is added after the section
entitled "Account Access" on page 50 of the Prospectus:

     PRIVACY POLICY

     You may review the Funds' policy concerning investor privacy over the
     internet  at  www.pilgrimfunds.com,  or you may  obtain a copy of the
     policy by calling (800) 992-0180 and selecting Option 1.

4. MERGER OF ING MUTUAL FUNDS MANAGEMENT CO. LLC ("IMFC") AND ING PILGRIM
   INVESTMENTS, LLC ("ING PILGRIM INVESTMENTS")

Effective May, 1, 2001, the following disclosure is added as the third paragraph
under the section entitled  "Management of the Funds - ING Pilgrim  Investments,
LLC" on page 51 of the Prospectus:

     Prior to April 30, 2001, ING Mutual Funds Management Co. LLC ("IMFC")
     served as  investment  adviser to certain of the Funds.  On April 30,
     2001, IMFC, an indirect wholly-owned subsidiary of ING Group that had
     been under common control with ING Pilgrim  Investments,  merged with
     ING Pilgrim Investments.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE